License Agreement

1. General Terms

By this License Agreement, effective as of 01.05.2017, we describe the available licenses, rights and ownership details, as well as usage terms of each license. You can find here detailed information about Royalty Free License and available Extensions thereto, as well as clearly defined terms and conditions of our cooperation.

WE ENCOURAGE YOU TO READ CAREFULLY THIS LICENSE AGREEMENT (hereinafter the “Agreement”) BEFORE YOU CONTINUE TO USEOUR WEBSITE, DOWNLOAD ANYTHING FROM IT. IF YOU DECIDE TO CONTINUE USING OUR WEBSITE YOU AGREE TO AND WILL BE BOUND BY THE TERMS & CONDITIONS DESCRIBED HEREIN. THIS DOCUMENT IS A LEGALLY VALID AGREEMENT BETWEEN YOU (OR ANY PERSON REPRESENTED BY YOU) AND [DIGITAL MARKETPLACE PTE. LTD., INCORPORATED IN SINGAPORE, REG. No. 201709365K]. IF YOU DO NOT AGREE TO OR HAVE ANY QUESTIONS ABOUT TERMS & CONDITIONS DESCRIBED HEREIN, PLEASE, DO NOT USEOUR WEBSITE AND CONTACT US FOR CLARIFICATION ATsupport@vectorplace.com

The following terminology will be used in this Agreement as applicable: (i) “we”, “us”, “our” refer to [Digital Marketplace PTE. LTD. registered in Singapore with Registration No. 201709365K with registered office address 10 Anson Road #29-05a International Plaza Singapore (079903)]; (ii) “you”, “your” refers to you, i.e. the person using our services hereunder, accessing and/or using our website; and (iii) “person” refers to individual, legal entity, corporate body, non-governmental organization and/or governmental organization (any authority). Any use of the above terminology or other words in the singular, plural, capitalisation and/or he/she or they, are taken as interchangeable and therefore as referring to same.

By entering into this License Agreement you are granted with the usage of specific rights described herein and given to you by us to vector illustrations and other similar content (hereinafter the “Image” or “Images”). You irrevocably and unconditionally accept to use those rights only as given to you by us, no exceptions whatsoever.

2. License

We are proud to provide you with Royalty Free License. It includes:

single-seat license by which only you are authorized to access, download and use of the Image(s) purchased by you;

right to use Image(s) purchased by you on any printing materials, subject to a limit of 250,000 copies in the aggregate of each Image imprint (for unlimited copies, see Section 3(B) below);

right to use, produce and/or distribute the goods and services with Image(s), except when Image(s) has the core value of such goods and services(for cases where the Image(s) has the core value, see Section 3(C) below).

As is our Royalty Free License is non-sublicensable, non-exclusive, non-transferable and you cannot use Image(s) purchased by you for resale in any format. Certain features can be obtained additionally by purchasing relevant Extensions described below.

You may use the license granted under this Agreement for the benefit
of one of your clients, provided that you must transfer all your
license to your client and your client must comply with the terms
of this Agreement and comply with all license and use restrictions.

Based on collection of our Images there are two types of Royalty Free License: Standard and Premium. Standard Royalty Free License is for Standard Collection of Images and Premium Royalty Free License is for Premium Collection of Images. Both licenses include the features described above for Royalty Free License. All Standard Collection Images are vector images created by professionals and hand-picked for Vectorplace, while our Premium Collection Images are our best images exclusively available for Vectorplace and there is no other place you can find them. Price of Royalty Free License depends on type of Collection our Images belong to. To know more about prices please check our License & Pricing Terms. For any further inquires please contact us atsupport@vectorplace.com

3. Extensions

We are proud to provide you with a collection of Extensions to our Royalty Free License. Those Extensions have been developed by us in order to better satisfy your needs. Should you want to benefit more from usage of our Images please choose from the following list of Extensions (you can choose one or combination of Extensions):

Multi-Seat. By choosing that Extension you get an access to the chosen Image by unlimited number of users within your local organization. Your colleagues will be able to access, download and use the chosen Image, subject to their acceptance of our terms & conditions described herein. Please note that it is you (and your colleagues) liability to ensure that the Image purchased by you with Multi-Seat Extension is not accessed, downloaded or used by anyone outside your organization, including your local or international affiliates and any third parties whatsoever.

Unlimited Print. This Extension allows you to use any Image chosen by you on any printing materials without any limits on number of copies of such Image imprint, except when Image has the core value of such printing materials.

Product for Resale. Once you need to use the chosen Image as the core value element of your product and/or service, including products distributed electronically (e.g. software, apps, templates, screensavers, etc.) or derivative products for sale (e.g. stickers, posters, t-shirts, mugs, etc.) - sign up for this Extension. And even more - it provides you with a complimentary Multi-Seat Extension! Please note that Unlimited Print Extension is not included, hence, the aggregate number of printing materials copies is limited to 250,000, so if you need more - get the Unlimited Print Extension.

Market Lockdown. This is an Extension that’s been developed by us for those users who would like to get an special rights for the chosen Image(s). Starting from the purchase date we will exclude the Image chosen by you from the sale and search on Vectorplace for one of the following periods of time: 6 months, 1 or 2 years, that can be extended unlimited number of times. Please note that getting exclusive rights with this Extension will not limit or cancel rights for the chosen Image(s) that’s been obtained earlier by other users. This Extension can be used only by you or for one of your clients and due to its exclusivity this Extension is for the very special, exclusively available on Vectorplace only, Image(s) from our Premium Collection and to make you feel very special you will get all above Extensions complimentary. Yes, it means that Multi-Seat, Unlimited Print and Product for Resale Extensions are included with no extra cost. Enjoy!

Image Customization. Finally, we have developed a very special proposition for you with Image Customization Extension. This option is available for clients of Vectorplace only. It will provide you with an Image(s) tailor made by our professionals to completely satisfy your ultimate needs. It will include: (a) change of composition format from/to landscape, portrait or square (new resolution/proportions must be provided); (b) change of composition and Image elements position on the artboard (moving, rearranging, reversing, dividing into separate items); (c) change color scheme of Image, e.g. in accordance with your brand guidelines (no more than 3 stages of colour changing or adjusting are possible); (d) add new vector elements, change or adapt existing ones (up to 30% of the amount of work done creating the original image is possible); and (e) change or add texts and signs, change the font (when changing the font, the .ttf or .otf file must be provided by the customer). We are offering the сustomised images in the following formats: Vector EPS 10, Vector AI (Adobe Illustrator required), High-Resolution JPG image. Please note that: (a) the above described customization (or some of its types) might not be available for some Images; (b) when you purchase License on the Image you can get each type of the above described customization once only; and (c) you can use that Extension within 30 calendar days from the date you purchase it.For the avoidance of doubt, you can use the Image that’s been customized by us on the same terms and with the same limitations as original Image and the customized Image is treated the same as original Image hereunder.

4. Limitation

Though we will always do our best to satisfy your needs by providing you with wide selection of usage rights, there are certain limitations described below on how you can use our Images. We want you to know and respect those limitations and let us know if you have any questions or comments thereto. Here is the list of the limitations (“the Limitations”):

Please note that you can use the chosen Image ONLY as provided by the purchased License and, if applicable, Extension related to such Image and as described in this Agreement, including, but not limited to the usage of our Image(s) in a “portfolio” of images made available by you for any third parties for any purposes;

You can NOT use our Image (in whole or in part) for or in connection with any illegal, offensive, immoral, deceptive and/or defamatory context, including, but not limited to: pornography, criminal, harassment of any kind, as well as usage of our Image(s) in any way that infringes or may potentially infringe any third party’s rights, including, but not limited to: any trademark or other intellectual property rights;

Do NOT use our Image(s) (in whole or in part) as a logo, business name, trademark, service mark or as part thereof;

We fully trust your ability not to use our Image(s) in any form that might harm or bring any losses to us. Before any usage of our Image(s), please, check the terms of the chosen License, Extension, Limitations; and use your common sense to stay compliant with those terms.

5. Pricing

You can check our pricing terms in License & Pricing Terms. Please, note that pricing terms are subject to changes without any prior notice, so our advice for the price fixation - proceed with the payment for the chosen Image(s), License and, if applicable, Extension. Your payment will be considered performed once we received it on our bank account. Please do not hesitate to contact us atsupport@vectorplace.com for any questions regarding pricing, payment terms or any related topics.

6. Warranties

Because we care of our reputation we carefully select reliable and trustworthy providers of Images. Hence, we can warrant that, to the best of our knowledge, usage of the Image(s) in compliance hereunder will not violate any rights of any third party, including, but not limited to, intellectual property rights. At the same time, please, note that each Image is provided “as is” and we cannot provide you with any warranty thereto, which also includes no warranty on accuracy of keywords, titles and descriptions. Also we do not warrant the Image(s), our website or other materials hereunder will be error free, uninterrupted or meet your requirements and the entire the Image’s quality and performance risk is on you. We encourage you to check each of the Image and let us know atsupport@vectorplace.com if you any comments to the provided Image(s).

You warrant that you will use the rights to the Image(s) in full compliance with applicable laws and provisions of this Agreement.

Each party herein warrants to the other party herein that it has full capacity, right and authority to enter into this Agreement, clear understanding of any of its provisions and perform its obligations hereunder.

There are no other warranties or representations whatsoever other than those expressly made in this “Warranties” Section.

7. Indemnity

You make the right choice starting our cooperation hereunder as we will be protecting you, defend your interest and indemnify you hereunder. It means, that, subject to your full compliance with the terms of this Agreement and following the rules below, we will take care of any direct damages of arising from any third party’s claim directly relating to our violation of the warranties described in the “Warranties” Section above. However, there are certain rules to follow:

Once you receive such a claim, please, immediately (not later than 3 calendar days from the date you became aware of the claim) notify us atsupport@vectorplace.com in writing (and, if requested by us, in hard copy via certified mail) on that with all details known by you. Please, provide us with as much information (copies of documents) as you can; and

Please, note that we have the right (but not an obligation) to participate in or fully manage any of the claim’s settlement process; and

You will fully cooperate with us and provide us with all documents and information requested by us; and

You are (have been) in no breach of any provision of this Agreement.

Though we do our best to protect your interest hereunder to the best possible extent, the total maximum aggregate liability for each Image usage rights on which been purchased under Standard Royalty Free License is limited to $10,000 and for Premium Royalty Free License is limited to [$250,000].

In turn, you agree to indemnify us, our affiliates, ours and our affiliates’ respective directors and employees, suppliers, contractors, service providers, Image’s contributors against all claims, damages, liabilities and expenses (including reasonable legal fees) arising from yours, any of your affiliates’ or, if you enter into this Agreement as representative of any person (hereinafter the “Client”), then such Client’s violation of any of your warranties described in “Warranties” Section above or any other terms of this Agreement.

8. Miscellaneous

Please, note that you are ultimately responsible for due calculation and timely payment of any taxes, fees, or duties applicable in any jurisdiction and coming from our cooperation hereunder.

This Agreement and/or usage rights on any Image(s) provided hereunder may be terminated by us at any time without any prior notice if you violate any provision of this Agreement and such violation, based on our opinion, cannot be swiftly remedied. Once terminated you will have to stop using of any, designated by us, Image(s) and delete it (them) from your computers or systems.

Any provision of this Agreement that might be found invalid, illegal, or unenforceable will not impact in any way the validity, legality, and enforceability of other provisions herein. Such default provisions shall be swiftly corrected.

Hereby, you understand and agree that, if it is required by law, by authorities or if you breach terms of this Agreement or any other agreement with us or our affiliates, we have the right (but not an obligation) to close your account without any notice and refund of your earlier paid fees.

Hereby, you provide us with the irrevocable and free of any charge right to use your business name and trademark in our promotional materials, including those available online.

At any moment of time we might request information from you regarding the way you use Image’s rights hereunder and you shall swiftly provide us with such information.

Please, note that unless it is directly required by any applicable and valid laws we will not issue any refunds hereunder. If refund will be required by any applicable and valid law then it will be made using payment method that was originally used by you.

This Agreement, rights and obligations hereunder can be transferred by us at any moment of time without any notice to you and cannot be transferred to anyone by you.

Any day defined period starts to from the next calendar day. Any monthly period will be over in the same (as the starting) date of the following month, but if there is no such date in the following month, then in the last calendar day of the following month.

Despite any different provision of this Agreement in no event our total aggregate liability hereunder for any reason whatsoever will exceed the amount of cash we actually received from you hereunder. Neither us nor any of our officers, employees, affiliates, contractors, suppliers, directors shall be liable to you or to the Client for any indirect, general, special, consequential, punitive or incidental damages or lost profits, other damages, costs or losses arising hereunder, even if relating to our inability to perform our obligations hereunder.

This Agreement in all its material aspects, all actions and disputes arising from or relating thereto will be construed and governed by the laws of England.

The party herein initiating a dispute hereunder shall inform the other party on its substance and provide as much information on it as possible. The parties herein will do their best to settle any dispute hereunder,but if no settlement is arranged within 30 calendar days from the date when one party herein was informed on a dispute by the other party herein, then such disputes to be settled by one arbitrator of any English court in accordance with its rules and procedures. The language of arbitration will be English. Each party shall bear its own costs in the arbitration.

This Agreement is the main document describing our relations with respect to the usage of the Image(s) and the terms of this Agreement will govern in the event of any inconsistency with any other terms whatsoever.

Any terms of this Agreement can be modified by us at any moment of time without any prior notice. However, we will do our best to inform you on changes that might have a material impact on your rights hereunder. We also encourage you to check the terms of this Agreement from time to time.